---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-160804"
form_type: "8-K"
ticker: null
cik: "0001597264"
company_name: "Blueprint Medicines Corp"
filed_at: "2025-07-18T23:59:59+00:00"
generated_at: "2026-05-18T05:45:51.739340+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Sanofi closes $9.1B acquisition of Blueprint Medicines; shares delisted

## Summary
- Purchaser accepted 45,991,262 shares (70.9% of outstanding) at $129/share cash plus one CVR per share.
- Aggregate consideration ~$9.1B in cash plus CVRs with potential up to $6/share contingent on milestones.
- All directors resigned; Michael J. Tolpa became sole director; Blueprint now indirect Sanofi subsidiary.
- Shares no longer listed on Nasdaq; company will file Form 15 to suspend SEC reporting obligations.
- Previously disclosed stockholder litigation (Taylor action) resolved with $150,000 mootness fee; case closed.

## SEC filing metadata
- accession: 0001193125-25-160804
- form_type: 8-K
- cik: 0001597264
- company_name: Blueprint Medicines Corp
- filed_at: 2025-07-18T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1597264/000119312525160804/0001193125-25-160804-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1597264/000119312525160804/d909980d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-160804
- JSON: https://secwatch.observer/filing/0001193125-25-160804.json
- Plain text: https://secwatch.observer/filing/0001193125-25-160804.txt

## Key facts
- Governance Changes
  Blueprint Medicines Corp: Surviving Corporation's bylaws were amended and restated in their entirety as the Second Amended and Restated Bylaws (effective 2025-07-18).
  - Change: bylaw amendment
  - Effective: 2025-07-18
  source text: Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Surviving Corporation’s certificate of incorporation was amended and restated in its entirety (as so amended and restated, the “Sixth Amended and Restated Certificate of Incorporation”), and the Surviving Corporation’s bylaws were amended and restated in their entirety (as so amended and restated, the “Second Amended and Restated Bylaws”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1597264/000119312525160804/0001193125-25-160804-index.htm
- Governance Changes
  Blueprint Medicines Corp: Surviving Corporation's certificate of incorporation was amended and restated in its entirety as the Sixth Amended and Restated Certificate of Incorporation (effective 2025-07-18).
  - Change: charter amendment
  - Effective: 2025-07-18
  source text: Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Surviving Corporation’s certificate of incorporation was amended and restated in its entirety (as so amended and restated, the “Sixth Amended and Restated Certificate of Incorporation”), and the Surviving Corporation’s bylaws were amended and restated in their entirety (as so amended and restated, the “Second Amended and Restated Bylaws”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1597264/000119312525160804/0001193125-25-160804-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.